AVVISO n.20497 - Borsa Italiana
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AVVISO
02 Dicembre 2015 MOT - EuroMOT
n.20497
Mittente del comunicato : BORSA ITALIANA
Societa' oggetto : GOLDMAN SACHS INTERNATIONAL
dell'Avviso
Oggetto : 'EuroMOT' - Inizio negoziazioni 'GOLDMAN
SACHS INTERNATIONAL'
Testo del comunicato
Si veda allegato.
Disposizioni della BorsaSocietà emittente: GOLDMAN SACHS INTERNATIONAL
Titolo: "Issue of EUR 50,000,000 Twelve-Year Fixed-to-
Floating Rate Notes, due November 26, 2027" (Codice
ISIN XS1241085353)
Rating Emittente: Società di Rating Long Term Data Report
GOLDMAN SACHS Moody's A1 06/11/2015
INTERNATIONAL Standard & Poor's A 06/11/2015
Fitch Ratings A 06/11/2015
Oggetto: INIZIO DELLE NEGOZIAZIONI IN BORSA
Data inizio negoziazioni: 03/12/2015
Mercato di negoziazione: Borsa - Mercato telematico delle obbligazioni (MOT),
segmento EuroMOT, 'classe euro-obbligazioni, ABS,
titoli di emittenti esteri e altri titoli di debito'
Clearing: CC&G
Sistemi di regolamento: Euroclear e Clearstream
Calendario di regolamento: Il calendario della valuta EUR tenuto altresì conto dei
giorni di chiusura dei sistemi di liquidazione interessati
Termini di liquidazione: Il secondo giorno successivo alla data di stipulazione dei
contratti di compravendita
EMS: 25.000
CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE
"Issue of EUR 50,000,000 Twelve-Year Fixed-to-Floating Rate Notes, due
November 26, 2027"
Modalità di negoziazione: corso secco
N. obbligazioni in circolazione: 50.000
Valore nominale unitario: 1.000 EUR
Valore nominale complessivo
delle obbligazioni in circolazione: 50.000.000 EUR
Interessi: le obbligazioni fruttanno interessi annui lordi, pagabili in
via posticipata, in conformità a quanto specificato nel
Prospetto del prestito.
Modalità di calcolo dei ratei: 30/360
Godimento: 26/11/2015Scadenza: 26/11/2027 (rimborso alla pari in un'unica soluzione alla
scadenza)
Tagli: unico da nominali 1.000 EUR
Codice ISIN: XS1241085353
Codice Instrument Id: 785397
Descrizione: GS INTL MC NV27 EUR
Importo minimo di negoziazione: 1.000 EUR
DISPOSIZIONI DELLA BORSA ITALIANA
Dal giorno 03/12/2015 gli strumenti finanziari "Issue of EUR 50,000,000 Twelve-Year Fixed-
to-Floating Rate Notes, due November 26, 2027" verranno iscritti nel Listino Ufficiale,
comparto obbligazionario (MOT).
Allegato:
- Prospetto di quotazione degli strumenti finanziari.GOLDMAN SACHS INTERNATIONAL
(Incorporated with unlimited liability in England)
Series K Programme for the issuance of Warrants, Notes and Certificates
______________________________________________________________
Issue of EUR 50,000,000* Twelve-Year Fixed-to-Floating Rate Notes,
due November 26, 2027
(the "Securities" or the "Notes")
(ISIN: XS1241085353)
______________________________________________________________
Prospectus
This document constitutes a prospectus (this "Prospectus") for the purposes of Article 5.3 of Directive
2003/71/EC as amended, including by Directive 2010/73/EU (the "Prospectus Directive") relating to the
above-referenced Securities issued by Goldman Sachs International (the "Issuer" or "GSI"). This Prospectus
should be read together with any documents incorporated by reference within it.
Programme
The Securities are being issued under the Series K Programme for the issuance of Warrants, Notes and
Certificates (the "Programme") of the Issuer.
Status of the Securities
The Securities are unsecured and unsubordinated general obligations of the Issuer and not of any affiliate of the
Issuer. The Securities are not bank deposits and are not insured or guaranteed by the UK Financial Services
Compensation Scheme or any other government or governmental or private agency or deposit protection scheme
in any jurisdiction. The payment obligations of the Issuer in respect of the Securities are not guaranteed by any
entity.
*Issue Size
On the Issue Date (being November 26, 2015), an aggregate nominal amount of EUR 50,000,000 of Securities
will be issued to and made available for sale by GSI (in its capacity as Dealer), and as soon as practicable
thereafter, listed and admitted to trading on both the Borsa Italiana S.p.A.'s MOT (Electronic bond market) and
the regulated market of the Luxembourg Stock Exchange for purchase by investors. However, GSI reserves the
right to cancel some or all of the Securities that it holds at any time prior to the Maturity Date (being November
26, 2027), such right to be exercised in accordance with applicable laws, the terms and conditions of the
Securities and the applicable rules of Borsa Italiana S.p.A. and the Luxembourg Stock Exchange including as to
notification. In particular, at any time following listing and admission to trading on Borsa Italiana S.p.A.'s MOT
(Electronic bond market) and the regulated market of the Luxembourg Stock Exchange, GSI may cancel some
or all of any Securities which have not been purchased by investors by such time. Accordingly, the aggregate
nominal amount of Securities outstanding at any time may be significantly less than EUR 50,000,000, and this
could have a negative impact on an investor's ability to sell the Securities in the secondary market. Notification
of any such cancellation of Securities will be made on the website of Borsa Italiana S.p.A.
(www.borsaitaliana.it) and in any case according to the rules of Borsa Italiana S.p.A. and on the website of the
Luxembourg Stock Exchange (www.bourse.lu).
Information incorporated by reference
This Prospectus incorporates by reference certain information from the base prospectus in relation to the
Programme dated November 17, 2015 (the "Original Base Prospectus") and the supplement(s) thereto (and the
Original Base Prospectus as supplemented, the "Base Prospectus"). See the section entitled "Documents
Incorporated by Reference" below. You should read this Prospectus together with such information from theBase Prospectus.
Statements in relation to prospects and financial or trading position
In this Prospectus, where GSI makes statements that "there has been no material adverse change in the
prospects" and "no significant change in the financial or trading position" of GSI, references in these statements
to the "prospects" and "financial or trading position" of GSI are specifically to the Issuer's ability to meet its full
payment obligations under the Securities in a timely manner. Such statements are made, for example, in Element
B.12 of the section entitled "Summary" and in paragraph 1 of the section entitled "General Information" of this
Prospectus.
The date of this Prospectus is November 25, 2015.TABLE OF CONTENTS
Page
IMPORTANT NOTICES ........................................................................................................................................ 4
SUMMARY ............................................................................................................................................................ 6
RISK FACTORS ................................................................................................................................................... 14
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................................ 23
CONTRACTUAL TERMS ................................................................................................................................... 26
OTHER INFORMATION ..................................................................................................................................... 34
EXAMPLES .......................................................................................................................................................... 36
ANNEX – AMENDMENTS TO THE GENERAL TERMS AND CONDITIONS OF THE NOTES ................. 37
GENERAL INFORMATION................................................................................................................................ 38
INDEX OF DEFINED TERMS ............................................................................................................................ 41Important Notices
IMPORTANT NOTICES
Approval and passporting under the EU Prospectus Directive
Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"),
which is the Luxembourg competent authority for the purpose of the Prospectus Directive for approval of this
Prospectus as a prospectus issued in compliance with the Prospectus Directive and relevant implementing
measures in Luxembourg for the purpose of giving information with regard to the Securities. This Prospectus
constitutes a prospectus for the purposes of Article 5.3 of the Prospectus Directive relating to the Securities, and
should be read together with any documents incorporated by reference within it.
An application has been made for the Securities to be listed on the Official List and admitted to trading on the
Luxembourg Stock Exchange, a regulated market for the purposes of Directive 2004/39/EC on Markets in
Financial Instruments, with effect from as practicable after the Issue Date. No assurances can be given that such
application for listing and admission to trading will be granted. Application will also be made for the Securities
to be listed on Borsa Italiana S.p.A. and admitted to trading on Borsa Italiana S.p.A.'s MOT (Electronic bond
market), a regulated market organised and managed by Borsa Italiana S.p.A, with effect from as practicable
after the Issue Date. No assurances can be given that such application for listing and admission to trading will be
granted.
This Prospectus will be published on the websites of the Luxembourg Stock Exchange (www.bourse.lu) and the
Issuer (www.goldman-sachs.it). On the approval of this Prospectus as a prospectus for the purpose of Article 5.3
of the Prospectus Directive by the CSSF, notification of such approval will be made to the Italian National Stock
Exchange and Companies Commission (Commissione Nazionale per le Società e la Borsa) ("CONSOB") in its
capacity as the competent authority of the Republic of Italy.
CSSF disclaimer
Pursuant to Article 7(7) of the Luxembourg Law on Prospectuses for Securities dated July 10, 2005 (as
amended), by approving this Prospectus, the CSSF gives no undertakings as to the economic and financial
characteristics of the Securities or the quality or solvency of the Issuer.
Credit ratings
The credit ratings of GSI1 referred to in this Prospectus have been issued by Fitch, Inc. ("Fitch"), Moody's
1
The information for this rating has been extracted from information made available by each rating agency referred to
below. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to
ascertain from information published by such ratings agencies, no facts have been omitted which would render the
reproduced information inaccurate or misleading.
As at the date of this Prospectus the ratings for GSI were:
Short-term debt:
Fitch, Inc. rating was F1: An 'F1' rating indicates the highest short-term credit quality and the strongest intrinsic capacity for
timely payment of financial commitments; may have an added '+' to denote any exceptionally strong credit feature.
Moody's rating was P-1: 'P-1' Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term
debt obligations.
S&P rating was A-1: A short-term obligation rated 'A-1' is rated in the highest category by Standard & Poor's. The obligor's
capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated
with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is
extremely strong.
Long-term debt:
Fitch, Inc. rating was A: An 'A' rating indicates high credit quality and denotes expectations of low default risk. The capacity
for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse
business or economic conditions than is the case for higher ratings.
Moody's rating was A1: Obligations rated 'A' are considered upper-medium grade and are subject to low credit risk. Note:
Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from 'Aa' through 'Caa'. The modifier
1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
S&P rating was A: An obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances
and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial
-4-Important Notices
Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc. ("S&P"), none of which entities is established in the European Union or registered under
Regulation (EC) No. 1060/2009, as amended by Regulation (EU) No. 513/2011 (the "CRA Regulation"). In
general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is
not either (1) issued or validly endorsed by a credit rating agency established in the European Union and
registered with the European Securities and Markets Authority ("ESMA") under the CRA Regulation) or (2)
issued by a credit rating agency established outside the European Union which is certified under the CRA
Regulation.
The EU affiliates of Fitch, Moody's and S&P are registered under the CRA Regulation. The ESMA has
approved the endorsement by such EU affiliates of credit ratings issued by DBRS, Fitch, Moody's and S&P.
Accordingly, credit ratings issued by Fitch, Moody's and S&P may be used for regulatory purposes in the EU.
Credit ratings may be adjusted over time, and there is no assurance that these credit ratings will be effective
after the date of this Prospectus. A credit rating is not a recommendation to buy, sell or hold the Securities.
The list of credit rating agencies registered under the CRA Regulation (as updated from time to time) is
published on the website of the ESMA (www.esma.europa.eu/page/list-registered-and-certified-CRAs).
Important U.S. Notices
The Securities have not been, nor will be, registered under the United States Securities Act of 1933, as amended
(the "Securities Act"), or any state securities laws. Except as provided below, Securities may not be offered,
sold or delivered within the United States or to U.S. persons (as defined in Regulation S under the Securities Act
("Regulation S")). The Securities have not been approved or disapproved by the Securities and Exchange
Commission or any state securities commission in the United States nor has the Securities and Exchange
Commission or any state securities commission passed upon the accuracy or the adequacy of this Prospectus.
Any representation to the contrary is a criminal offence in the United States.
Restrictions and distribution and use of this Prospectus
The distribution of this Prospectus and the offering, sale and delivery of the Securities in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer to
inform themselves about and to observe any such restrictions. This Prospectus may not be used for the purpose
of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to
any person to whom it is unlawful to make such offer or solicitation, and no action has been taken or will be
taken to permit an offering of the Securities or the distribution of this Prospectus in any jurisdiction where any
such action is required.
commitment on the obligation is still strong. The ratings from 'AA' to 'CCC' may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within the major rating categories.
-5-Summary
SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in
Sections A – E (A.1 – E.7).
This summary contains all the Elements required to be included in a summary for this type of securities and
Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence
of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short
description of the Element is included in the summary with the mention of "not applicable".
SECTION A – INTRODUCTION AND WARNINGS
A.1 Introduction and This summary should be read as an introduction to this Prospectus. Any
warnings decision to invest in the Securities should be based on consideration of this
Prospectus as a whole by the investor. Where a claim relating to the
information contained in this Prospectus is brought before a court, the plaintiff
investor might, under the national legislation of the Member States, have to
bear the costs of translating this Prospectus before the legal proceedings are
initiated. Civil liability attaches only to those persons who have tabled the
summary including any translation thereof, but only if the summary is
misleading, inaccurate or inconsistent when read together with the other parts
of this Prospectus or it does not provide, when read together with the other
parts of this Prospectus, key information in order to aid investors when
considering whether to invest in the Securities.
A.2 Consents Not applicable; no consent is given for the use of this Prospectus for
subsequent resales of the Securities.
SECTION B – ISSUER
B.1 Legal and Goldman Sachs International ("GSI" or the "Issuer").
commercial name
of the Issuer
B.2 Domicile, legal GSI is a private unlimited liability company incorporated in England and
form, legislation Wales. GSI mainly operates under English law. The registered office of GSI is
and country of Peterborough Court, 133 Fleet Street, London EC4A 2BB, England.
incorporation of
the Issuer
B.4b Known trends GSI's prospects will be affected, potentially adversely, by developments in
with respect to global, regional and national economies, including in the United Kingdom,
the Issuer movements and activity levels, in financial, commodities, currency and other
markets, interest rate movements, political and military developments
throughout the world, client activity levels and legal and regulatory
developments in the United Kingdom and other countries where the Issuer does
business.
B.5 The Issuer's Goldman Sachs Group UK Limited, a company incorporated under English law
group has a 100 per cent. shareholding in GSI. Goldman Sachs (UK) L.L.C. is
established under the laws of the State of Delaware and has a 97.208 per cent.
interest in Goldman Sachs Group UK Limited. Goldman Sachs Ireland Group
Limited is established under the laws of Ireland and has a 2.792 per cent.
interest in Goldman Sachs Group UK Limited. Goldman Sachs Ireland LLC is
established under the laws of the State of Delaware and has a 100 per cent.
shareholding in Goldman Sachs Ireland Group Limited. Goldman Sachs Ireland
Group Holdings LLC is established under the laws of the State of Delaware and
has a 75 per cent. interest in Goldman Sachs Ireland LLC. Goldman Sachs
-6-Summary
Global Holdings L.L.C. is established under the laws of the State of Delaware
and has a 25 per cent. interest in Goldman Sachs Ireland LLC. The Goldman,
Sachs & Co. L.L.C. is established under the laws of the State of Delaware and
has a one per cent. interest in Goldman Sachs Global Holdings L.L.C. The
Goldman Sachs Group, Inc is established in Delaware and has a 100 per cent.
shareholding in Goldman Sachs Ireland Group Holdings LLC, The Goldman,
Sachs & Co. L.L.C. and Goldman Sachs (UK) L.L.C. and a 99 per cent. interest
in Goldman Sachs Global Holdings L.L.C.
Holding Company Structure of GSI
Note: The percentages given are for direct holdings of ordinary shares or
equivalent. Minority shareholdings are held by other entities which are
themselves owned, directly or indirectly, by The Goldman Sachs Group, Inc.
B.9 Profit forecast or Not applicable; GSI has not made any profit forecasts or estimates.
estimate
B.10 Audit report Not applicable; there are no qualifications in the audit report of GSI on its
qualifications historical financial information.
B.12 Selected historical The following table shows selected key historical financial information in
key financial relation to GSI:
information of the As and for the three months As and for the year ended
Issuer ended (unaudited)
30 September 30 September 31 December 31 December
2015 2014 2014 2013
(USD) (USD) (USD) (USD)
Operating 2,276,000,000 1,576,000,000 2,274,132,000 618,173,000
Profit
Profit on 2,078,000,000 1,414,000,000 2,080,475,000 297,566,000
ordinary
activities
before
taxation
Profit on 1,680,000,000 1,143,000,000 1,624,471,000 168,664,000
ordinary
activities after
taxation
As at As at
(unaudited)
30 September 2015 31 December 31 December
(USD) 2014 2013
-7-Summary
(USD) (USD)
Fixed Assets 12,000,000 13,876,000 15,537,000
Current Assets 955,953,000,000 976,971,523,000 816,202,624,000
Total 25,702,000,000 21,997,080,000 20,300,471,000
Shareholders'
Funds
No material There has been no material adverse change in the prospects of GSI since
adverse change December 31, 2014.
Significant Not applicable; there has been no significant change in the financial or trading
changes position particular to GSI subsequent to September 30, 2015.
B.13 Recent events Not applicable; there have been no recent events particular to GSI which are to
material to the a material extent relevant to the evaluation of GSI's solvency.
evaluation of the
Issuer's solvency
B.14 Issuer's position Please refer to Element B.5 above.
in its corporate
GSI is part of a group of companies of which The Goldman Sachs Group, Inc.
group
is the holding company (the "Goldman Sachs Group") and transacts with, and
depends on, entities within such group accordingly.
B.15 Principal The principal activities of GSI consist of securities underwriting and
activities distribution, trading of corporate debt and equity services, non-U.S. sovereign
debt and mortgage securities, execution of swaps and derivative instruments,
mergers and acquisitions, financial advisory services for restructurings/private
placements/lease and project financings, real estate brokerage and finance,
merchant banking, stock brokerage and research.
B.16 Ownership and Goldman Sachs Group UK Limited, a company incorporated under English law
control of the has a 100 per cent. shareholding in GSI. Goldman Sachs (UK) L.L.C. is
Issuer established under the laws of the State of Delaware and has a 97.208 per cent.
interest in Goldman Sachs Group UK Limited. Goldman Sachs Ireland Group
Limited is established under the laws of Ireland and has a 2.792 per cent.
interest in Goldman Sachs Group UK Limited. Goldman Sachs Ireland LLC is
established under the laws of the State of Delaware and has a 100 per cent.
shareholding in Goldman Sachs Ireland Group Limited. Goldman Sachs Ireland
Group Holdings LLC is established under the laws of the State of Delaware and
has a 75 per cent. interest in Goldman Sachs Ireland LLC. Goldman Sachs
Global Holdings L.L.C. is established under the laws of the State of Delaware
and has a 25 per cent. interest in Goldman Sachs Ireland LLC. The Goldman,
Sachs & Co. L.L.C. is established under the laws of the State of Delaware and
has a one per cent. interest in Goldman Sachs Global Holdings L.L.C. The
Goldman Sachs Group, Inc is established in Delaware and has a 100 per cent.
shareholding in Goldman Sachs Ireland Group Holdings LLC, The Goldman,
Sachs & Co. L.L.C. and Goldman Sachs (UK) L.L.C. and a 99 per cent. interest
in Goldman Sachs Global Holdings L.L.C.
B.17 Rating of the The long term debt of GSI is rated 'A' by S&P and Fitch and 'A1' by Moody's.
Issuer or the The Securities have not been rated.
Securities
SECTION C – SECURITIES
C.1 Type and class of Fixed-to-Floating Rate Notes (the "Securities").
Securities
ISIN: XS1241085353; Common Code: 124108535; Valoren: 29170037.
C.2 Currency Euro ("EUR").
-8-Summary
C.5 Restrictions on The Securities may not be offered, sold or delivered within the United States or
the free to U.S. persons as defined in Regulation S under the Securities Act
transferability ("Regulation S"), except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable
state securities law.
Further, the Securities may not be acquired by, on behalf of, or with the assets
of any plans subject to ERISA or Section 4975 of the U.S. Internal Revenue
Code of 1986, as amended, other than certain insurance company general
accounts.
Subject to the above, the Securities will be freely transferable.
C.8 Rights attached to Rights: The Securities give the right to each holder of Securities (a "Holder")
the securities to receive a potential return on the Securities (see C.9 below), together with
including ranking certain ancillary rights such as the right to receive notice of certain
and any determinations and events and to vote on future amendments. The terms and
limitation to those conditions are governed under English law.
rights
Ranking: The Securities are direct, unsubordinated and unsecured obligations
of the Issuer and rank equally with all other direct, unsubordinated and
unsecured obligations of the Issuer.
Limitations to rights:
The terms and conditions of the Securities contain provisions for calling
meetings of Holders to consider matters affecting their interests
generally and these provisions permit defined majorities to bind all
Holders, including Holders who did not attend and vote at the relevant
meeting and Holders who voted in a manner contrary to the majority.
Further, in certain circumstances, the Issuer may amend the terms and
conditions of the Securities, without the Holders' consent.
The terms and conditions of the Securities permit the Issuer and the
Calculation Agent (as the case may be), on the occurrence of certain
events and in certain circumstances, without the Holders' consent, to
make adjustments to the terms and conditions of the Securities, to
redeem the Securities prior to maturity (where applicable), to postpone
scheduled payments under the Securities, to change the currency in
which the Securities are denominated, to substitute the Issuer with
another permitted entity subject to certain conditions, and to take certain
other actions with regard to the Securities.
C.9 Rights attached to Please refer to C.8 above.
the securities
_______________
including interest
provisions, yield Interest
and
The Securities bear interest from November 26, 2015 ("Interest
representative of
Commencement Date") at the Rate of Interest.
the holders
The interest amount payable on each Interest Payment Date in respect of each
Security shall be calculated by multiplying the relevant Rate of Interest by the
Calculation Amount, and further multiplying the product by the relevant day
count fraction applicable to the interest period ending on (but excluding) such
Interest Payment Date, and rounding the resultant figure in accordance with the
terms and conditions. If an Interest Payment Date is not a payment business
day, the interest amount for that Interest Payment Date will be paid on the next
succeeding payment business day but the interest period for the determination
of the interest amount shall remain unadjusted.
The Rate of Interest for the interest period ending on (but excluding) the
Interest Payment Dates scheduled to fall on November 26, 2016 and November
-9-Summary
26, 2017 shall be 3.00 per cent. (3.00%) per annum.
The Rate of Interest for the interest period ending on (but excluding) each
Interest Payment Date other than the Interest Payment Dates scheduled to fall
on November 26, 2016 and November 26, 2017 shall be equal to the Reference
Rate plus 0.45 per cent. (0.45%), provided that such Rate of Interest shall be
not less than the Minimum Rate of Interest.
Defined terms used above:
• Calculation Amount: EUR 1,000.
• Reference Rate: a rate equal to the rate for deposits in EUR for a period
of three months which appears on the Reuters Screen EURIBOR01 Page
as of 11:00 a.m., Brussels time, on the day that is two TARGET
business days preceding the first day of the relevant interest period.
• Interest Payment Dates: each of (i) the 26th day of November in each
calendar year from, and including, November 26, 2016 to, and
including, November 26, 2026, and (ii) the Maturity Date.
• Minimum Rate of Interest: 0.00 per cent. per annum.
_______________
Indication of Yield: Not applicable.
_______________
Non-scheduled Early Repayment Amount
Unscheduled early redemption: The Securities may be redeemed prior to the
scheduled maturity (i) at the Issuer's option if the Issuer determines a change in
applicable law has the effect that performance by the Issuer or its affiliates
under the Securities or hedging transactions relating to the Securities has
become (or is likely to become in the immediate future) unlawful or
impracticable (in whole or in part), or (ii) upon notice by a Holder declaring
such Securities to be immediately repayable due to the occurrence of an event
of default which is continuing.
In such case, the Non-scheduled Early Repayment Amount payable on such
unscheduled early redemption shall be, for each Security, the Specified
Denomination of EUR 1,000.
_______________
Redemption
The Maturity Date for the Securities shall be November 26, 2027,
provided that if such day is not a payment business day, the final
redemption amount will be paid on the next succeeding payment
business day.
Unless previously redeemed or purchased and cancelled, each Security
will be redeemed by the Issuer on the maturity date by payment of a
final redemption amount of EUR 1,000 per Calculation Amount of
Securities.
Representative of holders of Securities: Not applicable; the Issuer has not
appointed any person to be a representative of the holders of Securities.
C.10 Derivative Please see C.9 above.
component in the
Not applicable; there is no derivative component in the interest payments made
interest payment
in respect of the Securities.
C.11 Admission to Application has been made to admit the Securities to trading on the regulated
- 10 -Summary
trading on a market of the Luxembourg Stock Exchange with effect from as soon as
regulated market practicable following the Issue Date. No assurances can be given that such
application for admission to trading will be granted.
Application will be made to admit the Securities to trading on Borsa Italiana
S.p.A.'s MOT (Electronic bond market) with effect from as soon as practicable
following the Issue Date. No assurances can be given that such application for
admission to trading will be granted.
SECTION D – RISKS
D.2 Key risks that The payment of any amount due on the Securities is subject to our credit risk.
are specific to the The Securities are our unsecured obligations. The Securities are not bank
Issuer deposits and are not insured or guaranteed by the UK Financial Services
Compensation Scheme or any other government or governmental or private
agency, or deposit protection scheme in any jurisdiction. The value of and
return on your securities will be subject to our credit risk and to changes in the
market's view of our creditworthiness.
References in Element B.12 above to the "prospects" and "financial or trading
position" of the Issuer, are specifically to the Issuer's ability to meet its full
payment obligations under the Securities in a timely manner. Material
information about the Issuer's financial condition and prospects is included in
GSI's annual and semi-annual reports. You should be aware, however, that each
of the key risks highlighted below could have a material adverse effect on the
Issuer's businesses, operations, financial and trading position and prospects,
which, in turn, could have a material adverse effect on the return investors
receive on the Securities.
The Issuer is subject to a number of key risks:
GSI's businesses have been and may continue to be adversely affected
by conditions in the global financial markets and economic conditions
generally.
GSI's businesses have been and may be adversely affected by declining
asset values. This is particularly true for those businesses in which it has
net "long" positions, receives fees based on the value of assets managed,
or receives or posts collateral.
GSI's businesses have been and may be adversely affected by
disruptions in the credit markets, including reduced access to credit and
higher costs of obtaining credit.
GSI's market-making activities have been and may be affected by
changes in the levels of market volatility.
GSI's investment banking, client execution and investment management
businesses have been adversely affected and may continue to be
adversely affected by market uncertainty or lack of confidence among
investors and CEOs due to general declines in economic activity and
other unfavourable economic, geopolitical or market conditions.
GSI's investment management business may be affected by the poor
investment performance of its investment products.
GSI may incur losses as a result of ineffective risk management
processes and strategies.
GSI's liquidity, profitability and businesses may be adversely affected
by an inability to access the debt capital markets or to sell assets or by a
reduction in its credit ratings or by an increase in its credit spreads.
Conflicts of interest are increasing and a failure to appropriately identify
and address conflicts of interest could adversely affect GSI's businesses.
- 11 -Summary
GSI's businesses, profitability and liquidity may be adversely affected
by deterioration in the credit quality of, or defaults by, third parties who
owe GSI money, securities or other assets or whose securities or
obligations it holds.
Concentration of risk increases the potential for significant losses in
GSI's market-making, underwriting, investing and lending activities.
The financial services industry is both highly competitive and
interrelated.
GSI faces enhanced risks as new business initiatives leads it to transact
with a broader array of clients and counterparties and exposes it to new
asset classes and new markets.
Derivative transactions and delayed settlements may expose GSI to
unexpected risk and potential losses.
GSI's businesses may be adversely affected if it is unable to hire and
retain qualified employees.
GSI's businesses and those of its clients are subject to extensive and
pervasive regulation around the world.
GSI may be adversely affected by increased governmental and
regulatory scrutiny or negative publicity.
A failure in the GSI's operational systems or infrastructure, or those of
third parties, could impair GSI's liquidity, disrupt its businesses, result
in the disclosure of confidential information, damage its reputation and
cause losses.
Substantial legal liability or significant regulatory action against GSI
could have material adverse financial effects or cause significant
reputational harm, which in turn could seriously harm GSI's business
prospects.
The growth of electronic trading and the introduction of new trading
technology may adversely affect GSI's business and may increase
competition.
GSI's commodities activities, particularly its power generation interests
and physical commodities activities, subject GSI to extensive regulation,
potential catastrophic events and environmental, reputational and other
risks that may expose it to significant liabilities and costs.
In conducting its businesses around the world, GSI is subject to
political, economic, legal, operational and other risks that are inherent in
operating in many countries.
GSI may incur losses as a result of unforeseen or catastrophic events,
including the emergence of a pandemic, terrorist attacks, extreme
weather events or other natural disasters.
D.3 Key risks that are You may lose some or all of your entire investment in the Securities
specific to the where:
Securities:
o We (as Issuer) fail or are otherwise unable to meet our payment
obligations; or
o You do not hold your Securities to maturity and the secondary
sale price you receive is less than the original purchase price.
The estimated value of your Securities (as determined by reference to
pricing models used by us) at the time the terms and conditions of your
Securities are set on the trade date, will be less than the original issue
price of your Securities.
- 12 -Summary
Your Securities may not have an active trading market, and you may be
unable to dispose of them.
We give no assurance that application for listing and admission to
trading will be granted (or, if granted, will be granted by the issue date)
or that an active trading market in the Securities will develop. We may
discontinue any such listing at any time.
The initial issue size of EUR 50,000,000 could be reduced following
issuance, and this could have a negative effect on your ability to sell the
Securities in the secondary market.
The performance of interest rates is dependent upon a number of factors,
including supply and demand on the international money markets,
which are influenced by measures taken by governments and central
banks, as well as speculations and other macroeconomic factors.
Indices which are deemed 'benchmarks' are the subject of recent
national, international and other regulatory guidance and proposals for
reform. Some of these reforms are already effective whilst others are
still to be implemented. These reforms may cause such benchmarks to
perform differently than in the past, or have other consequences which
cannot be predicted.
SECTION E – THE OFFER
E.2b Reasons for the The net proceeds of the issue of the Securities will be used in the general
offer and use of business of the Issuer.
proceeds
E.3 Terms and No public offer of the Securities is being made. The Issue Price is 100 per cent.
conditions of the (100%) of the Aggregate Nominal Amount.
offer
E.4 Interests material So far as the Issuer is aware, no person involved in the issue of the Securities
to the issue/offer has an interest material to the issue, including conflicting interests.
E.7 Estimated Not applicable. There are no estimated expenses charged to the investor by the
expenses charged Issuer or the offeror.
to the investor by
the issuer or the
offeror
- 13 -Risk Factors
RISK FACTORS
An investment in your Securities is subject to the risks described below. You should carefully review (i) the
applicable risk factors in the section entitled "Risk Factors" from the Base Prospectus incorporated by reference
in this Prospectus (see the section entitled "Documents Incorporated by Reference" below) and (ii) the
additional risk factors set out below, as well as the terms and conditions of the Securities described in this
Prospectus. You should carefully consider whether the Securities are suited to your particular circumstances,
including to consult your own professional advisers as necessary. We do not give to you as a prospective
purchaser of Securities any assurance or guarantee as to the merits, performance or suitability of the Securities,
and you should be aware that we act as an arm's-length contractual counterparty and not as an advisor or
fiduciary.
RISK WARNING OF POTENTIAL LOSS OF SOME OR ALL OF YOUR INVESTMENT
You may lose some or all of your entire investment in the Securities where:
The Issuer fails or is otherwise unable to meet its payment obligations: The Securities are
unsecured obligations. They are not bank deposits and are not insured or guaranteed by the UK
Financial Services Compensation Scheme or any other government or governmental or private
agency or deposit protection insurance scheme in any jurisdiction. Therefore, if the Issuer fails or
is otherwise unable to meet its payment obligations under the Securities, you will lose some or all of
your investment.
The secondary sale price is less than the original purchase price: The market price of your
Securities prior to maturity may be significantly lower than the purchase price you pay for them.
Consequently, if you sell your Securities before the stated scheduled redemption date, you may
receive far less than your original invested amount.
These circumstances are more fully described below.
A. FACTORS THAT MAY AFFECT OUR ABILITY TO FULFIL OUR OBLIGATIONS UNDER
THE SECURITIES
The payment of any amount due on the Securities is subject to our credit risk. The Securities are our
unsecured obligations.
The Securities are not bank deposits and are not insured or guaranteed by the UK Financial Services
Compensation Scheme or any other government or governmental or private agency, or deposit protection
scheme in any jurisdiction. Investors are dependent on our ability to pay all amounts due on the
Securities, and therefore investors are subject to our credit risk and to changes in the market's view of our
creditworthiness.
Goldman Sachs International ("GSI") is a member of a group of companies of which The Goldman
Sachs Group, Inc. is the holding company (the "Goldman Sachs Group" or "Goldman Sachs").
However, the Securities are not insured or guaranteed by The Goldman Sachs Group, Inc. ("GSG"), or
any affiliate of GSG or any other entity. As a holder of Securities, you will not have any recourse
against The Goldman Sachs Group, Inc. or any other company in the Goldman Sachs Group other
than GSI, and shall not have recourse against any other person, with respect to the performance of
the Securities.
You should also read "Risk Factors – 2. Risks relating to GSI" in the Base Prospectus incorporated
by reference herein.
- 14 -Risk Factors
Risks relating to the potential exercise by a UK resolution authority of its resolution powers in
relation to GSI
The EU Bank Recovery and Resolution Directive ("BRRD") entered into force on July 2, 2014. Its stated
aim is to provide national "resolution authorities" with powers and tools to address banking crises pre-
emptively in order to safeguard financial stability and minimise taxpayers' exposure to losses.
The majority of the requirements of the BRRD have been implemented in the UK through the UK
Banking Act 2009, as amended and related statutory instruments (the "UK Banking Act"). The UK
Banking Act provides for a "resolution regime" granting substantial powers to the Bank of England (or,
in certain circumstances, HM Treasury), to implement resolution measures (in consultation with other
UK authorities) with respect to a UK financial institution (for example, such as GSI) where the UK
resolution authority considers that the relevant institution is failing or is likely to fail, there is no
reasonable prospect of other measures preventing the failure of the institution and action is necessary in
the public interest.
The resolution powers available to the UK resolution authority include powers to:
• write down the amount owing or convert the relevant securities into other securities, including
ordinary shares of the relevant institution (or a subsidiary) – the so-called "bail-in" tool;
• transfer all or part of the business of the relevant institution to a "bridge bank";
• transfer impaired or problem assets to an asset management vehicle; and
• sell the relevant institution to a commercial purchaser.
In addition, the UK resolution authority is empowered to modify contractual arrangements, suspend
enforcement or termination rights that might otherwise be triggered and disapply or modify laws in the
UK (with possible retrospective effect) to enable the recovery and resolution powers under the UK
Banking Act to be used effectively.
You should be aware that the exercise of any such resolution power or even the suggestion of any such
potential exercise in respect of GSI (or any member of the GSI group) could have a material adverse
effect on the rights of holders of Securities, and could lead to a loss of some or all of the investment. The
resolution regime is designed to be triggered prior to insolvency of the relevant institution, and holders of
securities issued by such institution may not be able to anticipate the exercise of any resolution power
(including exercise of the "bail-in" tool) by the UK resolution authority. Further, holders of securities
issued by an institution which has been taken into a resolution regime will have very limited rights to
challenge the exercise of powers by the UK resolution authority, even where such powers have resulted
in the write down of the securities or conversion of the securities to equity.
B. FACTORS WHICH ARE MATERIAL FOR THE PURPOSES OF ASSESSING THE MARKET
RISKS IN RELATION TO THE SECURITIES
1. Risks associated with the value and liquidity of your Securities
1.1 The estimated value of your Securities (as determined by reference to pricing models used by us) at
the time the terms and conditions of your Securities are set on the trade date, will be less than the
original issue price of your Securities
The original issue price for your Securities will exceed the estimated value of your Securities as from the
trade date, as determined by reference to our pricing models and taking into account our credit spreads.
The difference between the estimated value of your Securities as of the time the terms and conditions of
- 15 -Risk Factors
your Securities were set on the trade date and the original issue price is a result of many factors,
including among others on issuance, the expenses incurred in creating, documenting and marketing the
Securities and our own internal funding costs (being an amount based on what we would pay to holders
of a non-structured security with a similar maturity). The difference may be greater when the Securities
are initially traded on any secondary markets and may gradually decline in value during the term of the
Securities.
In estimating the value of your Securities as of the time the terms and conditions of your Securities were
set on the trade date, our pricing models consider certain variables, including principally our credit
spreads, interest rates (forecasted, current and historical rates), volatility, price-sensitivity analysis and
the time to maturity of the Securities. These pricing models are proprietary and rely in part on certain
assumptions about future events, which may prove to be incorrect. As a result, the actual value you
would receive if you sold your Securities in the secondary market, if any, to others may differ, perhaps
materially, from the estimated value of your Securities determined by reference to our models due to,
among other things, any differences in pricing models or assumptions used by others.
1.2 The value, quoted price and yield of your Securities (if any) at any time will reflect many factors
and cannot be predicted
The value, quoted price and yield of your Securities (if any) at any time will reflect many factors and
cannot be predicted. The following factors, amongst others, many of which are beyond our control, may
influence the market value of your Securities:
interest rates and yield rates in the market;
the time remaining until your Securities mature; and
our creditworthiness, whether actual or perceived, and including actual or anticipated upgrades or
downgrades in our credit ratings or changes in other credit measures.
If we make a market in the Securities, the price quoted by us would reflect any changes in market
conditions and other relevant factors, including any deterioration in our creditworthiness or perceived
creditworthiness. These changes may adversely affect the value of your Securities, including the price
you may receive for your Securities in any market making transaction. To the extent that we make a
market in the Securities, the quoted price will reflect the estimated value determined by reference to our
pricing models at that time, plus or minus its customary bid and ask spread for similar sized trades of
structured securities and subject to the declining excess amount described in risk factor 1.1 (The
estimated value of your Securities (as determined by reference to pricing models used by us) at the time
the terms and conditions of your Securities are set on the trade date, will be less than the original issue
price of your Securities) above.
Further, if you sell or buy your Securities on the secondary market, you will likely be charged a
commission for secondary market transactions, or, in the case of a sale of the Securities the price will
likely reflect a dealer discount. This commission or discount will further reduce the proceeds you would
receive for your Securities in a secondary market sale.
If you sell your Securities prior to maturity, you may receive less than the face amount or initial purchase
price of your Securities.
There is no assurance that we or any other party will be willing to purchase your Securities at any price
and, in this regard, we are not obligated to make a market in the Securities. See risk factor 1.3 ("Your
Securities may not have an active trading market") below.
- 16 -Risk Factors
In addition, please note that the yield of the Securities will also depend on their purchase and sale price
on the secondary market. Such prices may differ significantly from the original issue price of your
Securities and from the redemption price at maturity.
1.3 Your Securities may not have an active trading market
Unless we expressly tell you otherwise, or to the extent that the rules of any stock exchange on which the
Securities are listed and admitted to trading require us to provide liquidity in respect of the Securities,
there may be little or no secondary market for your Securities and you may be unable to sell them.
If we do make a market for the Securities, we may cease to do so at any time without notice to you and
we are not obligated to provide any quotation of bid or offer price(s) of the Securities which is favourable
to you.
Application (i) has been made by the Issuer (or on its behalf) for the Securities to be listed on the Official
List and admitted to trading on the regulated market of the Luxembourg Stock Exchange; and (ii) will be
made by the Issuer (or on its behalf) for the Securities to be listed on Borsa Italiana S.p.A. and admitted
to trading on Borsa Italiana S.p.A.'s MOT (Electronic bond market), a regulated market organised and
managed by Borsa Italiana S.p.A., however, we give no assurance that such applications will be
accepted, that any particular Securities will be so admitted, or that an active trading market in the
Securities will develop. We may discontinue any such listing at any time.
Even if a secondary market for your Securities develops, it may not provide significant liquidity and
transaction costs in any secondary market could be high. As a result, the difference between bid and
asked prices for your Securities in any secondary market could be substantial. See also risk factor 1.2
("The value, quoted price and yield of your Securities (if any) at any time will reflect many factors and
cannot be predicted") above. There may be less liquidity in the secondary market for the Securities also
if they are exclusively offered to retail investors without any offer to institutional investors.
On the Issue Date (being November 26, 2015), EUR 50,000,000 of Securities will be issued to and made
available for sale by GSI (in its capacity as Dealer), and as soon as practicable thereafter, listed and
admitted to trading on both the Borsa Italiana S.p.A.'s MOT (Electronic bond market) and the regulated
market of the Luxembourg Stock Exchange for purchase by investors. However, GSI (in its capacity as
Dealer) reserves its right to cancel some or all of the Securities that it holds at any time prior to the
Maturity Date (being November 26, 2027), such right to be exercised in accordance with applicable laws,
the terms and conditions of the Securities and the applicable rules of Borsa Italiana S.p.A. and the
Luxembourg Stock Exchange including as to notification. In particular, at any time following listing and
admission to trading on Borsa Italiana S.p.A.'s MOT (Electronic bond market) and the regulated market
of the Luxembourg Stock Exchange, GSI (in its capacity as Dealer) may cancel some or all of any
Securities which have not been purchased by investors by such time. Accordingly, the total amount of
Securities outstanding at any time may be significantly less than EUR 50,000,000, and this could have a
negative impact on an investor's ability to sell the Securities in the secondary market. Notification of any
such cancellation of Securities will be made on the website of Borsa Italiana S.p.A.
(www.borsaitaliana.it) and in any case according to the rules of Borsa Italiana S.p.A. and on the website
of the Luxembourg Stock Exchange (www.bourse.lu).
You should therefore not assume that the Securities can be sold at a specific time or at a specific price
during their life, and you should assume that you may need to hold them until they mature.
2. Risks associated with certain terms of the Securities, including adjustment, substitution and
amendments
2.1 Your Securities may be redeemed prior to maturity due to a change in law, and you may lose some
- 17 -Risk Factors
or all of your investment
Where, due to a change in law, our performance under the Securities or hedging transactions relating to
the Securities has become (or there is a substantial likelihood in the immediate future that it will become)
illegal or impractical, we may, in our discretion, redeem the Securities.
Following any such early redemption of the Securities, you may not be able to reinvest the proceeds from
such redemption at a comparable return and/or with a comparable interest rate for a similar level of risk.
You should consider such reinvestment risk in light of other available investments when you purchase
the Securities.
2.2 The Issuer of your Securities may be substituted with another company
The Issuer may be substituted as principal obligor under the Securities by any company from the
Goldman Sachs Group of companies. Whilst the new issuer will provide an indemnity in your favour in
relation to any additional tax or duties that become payable solely as a result of such substitution, you
will not have the right to consent to such substitution.
2.3 We may amend the terms and conditions of your Securities in certain circumstances without your
consent; amendments to the Securities will bind all holders thereof
The terms and conditions of the Securities may be amended by us without your consent as a holder of the
Securities in any of the following circumstances:
to correct a manifest or proven error or omission;
where the amendment is of a formal, minor or technical nature; or
where such amendment will not materially and adversely affect the interests of holders.
In certain other circumstances, the consent of a defined majority of holders is required to make
amendments. The terms and conditions of the Securities contain provisions for holders of Securities to
call and attend meetings to vote upon such matters or to pass a written resolution in the absence of such a
meeting. Resolutions passed at such a meeting, or passed in writing, can bind all holders of Securities,
including investors that did not attend or vote, or who do not consent to the amendments.
3. Risks associated with foreign exchange rates
3.1 You may be exposed to foreign exchange risk on your Securities
Foreign exchange fluctuations between your home currency and the currency in which payments under
the Securities is denominated may affect you if you intend to convert gains or losses from the sale of
Securities into your home currency.
Foreign exchange rates are, and have been, highly volatile and determined by supply and demand for
currencies in the international foreign exchange markets; such fluctuations in rates are subject to
economic factors, including, among others, inflation rates in the countries concerned, interest rate
differences between the respective countries, economic forecasts, international political factors, currency
convertibility and safety of making financial investments in the currency concerned, speculation and
measures taken by governments and central banks.
Foreign currency exchange rates can either float or be fixed by sovereign governments. From time to
time, governments use a variety of techniques, such as intervention by a country's central bank or
imposition of regulatory controls or taxes, to affect the exchange rate of their currencies. Governments
- 18 -You can also read
